Utah Code 16-6a-809. Removal of directors by judicial proceeding
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(1)
Terms Used In Utah Code 16-6a-809
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Deliver: includes delivery by mail or another means of transmission authorized by Section
16-6a-103 , except that delivery to the division means actual receipt by the division. See Utah Code 16-6a-102 - Director: means a member of the board of directors. See Utah Code 16-6a-102
- Division: means the Division of Corporations and Commercial Code. See Utah Code 16-6a-102
- Proceeding: includes :(42)(a) a civil suit;(42)(b) arbitration;(42)(c) mediation;(42)(d) a criminal action;(42)(e) an administrative action; or(42)(f) an investigatory action. See Utah Code 16-6a-102(1)(a) A court may remove a director, in an action brought by the nonprofit corporation or by voting members holding at least 10% of the votes entitled to be cast in the election of the director’s successor, if the court finds that:(1)(a)(i) the director engaged in:(1)(a)(i)(A) fraudulent or dishonest conduct; or(1)(a)(i)(B) gross abuse of authority or discretion with respect to the nonprofit corporation; or(1)(a)(ii)(1)(a)(ii)(A) a final judgment has been entered finding that the director has violated a duty set forth in Section 16-6a-822; and(1)(a)(ii)(B) removal is in the best interests of the nonprofit corporation.
(2) The court that removes a director may bar the director for a period prescribed by the court from:
(2)(a) reelection;
(2)(b) reappointment; or
(2)(c) designation.
(3) If voting members commence a proceeding under Subsection (1), the voting members shall make the nonprofit corporation a party defendant.
(4) A director who is removed pursuant to this section may deliver to the division for filing a statement to that effect pursuant to Section 16-6a-1608.